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                                                                   EXHIBIT 4.5

             WOODBRIDGE CORPORATE DEVELOPMENT AGREEMENT, AS AMENDED

                          WOODBRIDGE & ASSOCIATES, INC.
                         CORPORATE DEVELOPMENT AGREEMENT

      This Agreement (the "Agreement") is entered into as of this 24 day of
June, 1996, by and between Woodbridge & Associates, Inc., a California
corporation ("WA"), with its principal place of business at 5000 Birch Street,
Suite 6400, Newport Beach, CA 92660, and Pacific International Enterprises, a
Nevada corporation and Crush Innovative Sports Systems, Inc., a California
corporation with its principal place of business at 4431 Corporate Center Dr.,
Suite 131 Los Alamitos, CA 90270 (collectively, with its affiliates, the
"Company").

      WHEREAS, Company is a public company which is required to file periodic
and other reports under section 13 or 15(d) of the Securities Exchange Act of
1934 and envisions that it will need the services of corporate development
activities of WA; and

      WHEREAS, Company desires to engage WA to perform corporate development
services on behalf of Company; and

      WHEREAS, WA has the ability and knowledge necessary for the performance of
such services; and

      WHEREAS, WA and Company desire, pursuant to the terms of this Agreement;
to set forth the terms and conditions pursuant to which WA will perform
corporate development services on behalf of Company; and

      WHEREAS, as used herein, "Applicable Date" means July 1, 1996 if Agreement
does not terminate this Agreement as provided in Section 1.2.7.

      NOW, THEREFORE, in consideration of the mutual promises contained herein,
and other good and adequate consideration, the receipt of which is hereby
acknowledged, the parties hereto hereby agree as follows:

                                    ARTICLE I

                                SCOPE OF SERVICES

     1.1         WA agrees to perform for the Company the corporate development 
                 services describe as follows:

          1.1.1. Outside Professionals. WA will advise and assist in the
                 search and selection of accountants, legal counsel, Investment
                 Bankers and other outside professional consultants. Company
                 agrees to meet and retain such professionals, provided that
                 they are agreed upon by the company.

          1.1.2. Board of Directors. WA will assist with finding and negotiating
                 to retain outside directors which the company agrees are
                 beneficial to its strategy.

          1.1.3  Management Compensation and Benefits. WA will assist in design
                 and determination of a management, compensation and benefits
                 program. WA recognizes that having management own a significant
                 ownership position in the Company is a valuable tool for
                 focusing their attention on increasing shareholder value.
                 Accordingly, WA recommends that the Board of Directors put into
                 effect within the next 12 months a stock option plan to be used
                 for acquiring additional management. Also implement an
                 incentive plan for the current management, if one is not
                 already in effect.


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          1.1.4  Strategic Repositioning. WA will assist in repositioning of the
                 company as necessary, to prepare for fulfillment of the
                 company's strategic objectives. WA will coordinate all
                 strategic plan preparation including, but not limited to,
                 organization of your presentation, business plan, and funding
                 documents. WA will organize all outside professionals to carry
                 out company's strategic objectives as quickly and cost
                 effective as possible.

          1.1.5  Capitalization. WA shall make all reasonable efforts to help
                 Company reach the business objectives to be mutually agreed
                 upon at a later date.

          1.1.6  The Support System. WA will develop, implement and maintain an
                 ongoing stock market support system with the general objective
                 of expanding stockbroker awareness of the Company's activities,
                 and hence to generate commensurate interest in the Company's
                 stock.

      1.2        Company acknowledges as follows:

          1.2.1  No Guarantees. WA makes no guarantees, representations or
                 warranties as to the particular results from WA corporate
                 development services, the response and timeliness of action by
                 the investment and brokerage community, including but not
                 limited to guarantees, representations or warranties as to
                 future stock price of Company.

          1.2.2  Administrative Functions only. WA is not a broker dealer and
                 will not engage in any services requiring registration as such.
                 WA's involvement in the capital related transactions is limited
                 to administrative and facilitory functions, but no broker
                 dealer functions.

          1.2.3  Review Responsibility. Company understands that the accuracy
                 and completeness of any document prepared by WA or its advisors
                 is dependent upon Company's alertness to assure that such
                 document contains all material facts which might be important
                 and that all such documents must not contain any
                 misrepresentation of a material fact nor omit information
                 necessary to make the statements therein not misleading. To
                 that end, Company agrees to review and adopt, and confirm to WA
                 in writing that you have reviewed and adopted, all materials
                 for their accuracy, and completeness prior to any use thereof.
                 Company also acknowledges that this responsibility continues in
                 the event that the materials become deficient in this regard.

          1.2.4  Representations and Warranties. The Company represents and
                 warrants to WA that all information provided prior to the
                 execution of this Agreement, in writing or otherwise, is true
                 and complete. In the event that such information is determined
                 to be inaccurate, incomplete or otherwise misleading, this
                 Agreement may be immediately terminated, at the sole discretion
                 of WA.

          1.2.5  Issuance of Additional Securities/Indebtedness. During the one
                 (1) year period commencing on the Applicable Date, Company will
                 not issue any additional securities (except securities (I)
                 issued in connection with the currently proposed private
                 securities offerings or "bridge financing" and/or (ii) issuable
                 upon the exercise or conversion of existing warrants, options,
                 other convertible securities, or employee stock option plans in
                 existence on the Applicable Date) or incur and additional
                 indebtedness (except in the ordinary course of business of to
                 an aggregate of $50,000 during said one (1) year period)
                 without the prior written consent of WA.

          1.2.6  Officer Compensation. During the one (1) year period commencing
                 on the Applicable Date, no officer or director of the Company
                 will receive more that $12,000 per month in cash compensation
                 without the prior written consent of WA. It is contemplated
                 that the officers of the Company will



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                 participate in the stock compensation plan, the terms of which
                 will be mutually agreed upon by the Parties.

          1.2.7  Termination by WA. The Company and/or WA may for any reason
                 terminate this Agreement before July 1, 1996 with no
                 reimbursement due either party.

                                   ARTICLE II

                           COMPENSATION FOR SERVICES

      2.1        In consideration for entering into this Agreement and
                 performing the services described immediately above, Company
                 agrees in lieu of hourly rates, to compensate WA as follows:

          2.1.1  Cash Compensation. Commencing on the Applicable Date and
                 continuing on the first day of each calendar month during the
                 Applicable Term (as defined in section 3.1), Company agrees to
                 pay to WA a monthly fee of $7,500. The monthly fee will be
                 payable in advance on the first of each month commencing on the
                 Applicable Date.

          2.1.2  Stock Compensation. Effective as of the Applicable Date,
                 Company agrees to issue to WA warrants to purchase 500,000
                 shares of common stock of the Company. Such Warrants shall be
                 exercisable for a period of three years from the Applicable
                 Date at an initial price of $1.00 per share. The Company shall
                 execute and deliver a customary Warrant Agreement evidencing
                 the Warrants. WA acknowledges that the Warrants and the shares
                 issuable upon exercise of the Warrants (the "Shares") will
                 initially be "restricted securities" (as such term is define in
                 Rule 144 promulgated under the Securities Act of 1933, as
                 amended ("Rule 144"), that the Warrants and Shares will include
                 a restrictive legend, and that the Warrants and Shares cannot
                 be sold unless registered with the United States Securities and
                 Exchange Commission ("SEC") and qualified by appropriate state
                 securities regulators, or unless WA complies with an exemption
                 from such registration and qualification (including without
                 limitation, compliance with Rule 144).

                 The following formulas apply to the exercise of WA's options.
                 After Richard Perkins and/or Binks Graval sell 100,000 shares
                 combined of due stock, WA can exercise 200,000 options. After
                 Perkins and Graval sell 200,000 shares, WA can exercise an
                 additional 200,000 options. After Perkins and Graval sell
                 300,000 shares, WA can exercise 500,000 options.

                 Company shall issue the stock certificate for the Shares within
                 five (5) days after the exercise of any Warrants.

                 Within 30 days of any shares of the Company becomes publicly
                 traded, the Company will use its best efforts to cause all the
                 Shares (whether or not the Warrants have been exercised) to be
                 registered under the Securities Act of 1933 on Form S-8 or
                 other appropriate form, all the extent requisite to permit the
                 sale of other disposition by the prospective sellers of the
                 shares of Common Stock so registered; provided, however, that
                 the Company may, as a condition precedent to effectiveness of
                 such registration, require each prospective seller to agree
                 with the Company and managing underwriter or underwriters of
                 any concurrent secondary public offering to be made by the
                 Company in connection with such registration that such seller
                 will not sell any securities of the same class or convertible
                 into the same class as those registered by the Company for such
                 reasonable period after such registration becomes effective
                 (not exceeding 90 days) as shall then be specified in writing
                 by such underwriter or underwriters if in the opinion of such
                 underwriter or underwriters the Company's offering would be
                 materially adversely affected in the absence of such an
                 agreement.


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          2.1.3  Expenses. Company agrees to pay all costs and expenses incurred
                 by WA in connection with WA's rendering of services hereunder,
                 provided such costs and expenses are of a nature which is
                 customary for such services, such costs to be covered by funds
                 including but not limited to funds in the Escrow Account in
                 excess of funds needed to pay WA's monthly fees. Such expenses
                 are separate from cash compensation as set out above, and
                 include but not limited to such incidental costs and expenses
                 as travel and lodging, copying charges, printing charges, long
                 distance telephone charges, facsimile charges, postage, special
                 mailings and other reasonable expenses. All expenses to be
                 approved in advance by Company.

                                  ARTICLE III

      3.1        This Agreement shall commence upon execution of this Agreement
                 and continue during the one year period of time following the
                 date of this Agreement. Renewal shall be determined by a vote
                 of the Board of Directors of the Company. As used herein,
                 "Applicable Term" means the periods which commences on the
                 Applicable Date and continues until this Agreement is
                 terminated regardless of t he reason for such termination
                 Notwithstanding the foregoing, WA may terminate this Agreement
                 immediately upon written notice to t he Company upon the
                 occurrence of any of the following: (a) the Company becomes
                 insolvent or makes an assignment for the benefit of Creditors;
                 and/or (b) the Company breaches any of the material terms of
                 this Agreement. If this Agreement is terminated on or before
                 the termination date of this Agreement (as set forth above) for
                 any reason, the entire cash fee shall immediately become due
                 and payable, shall be deemed to be earned as of such date, and
                 no offset, refund or reduction of payments shall be
                 attributable to such termination. The provisions of Article II
                 shall survive the termination of this Agreement. Company can
                 terminate with cause with no further reimbursements to WA.
                 Cause can be defined as gross negligence or dereliction of
                 duty.



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                                   ARTICLE IV

                                STATUS OF PARTIES

      4.1        Nothing contained in this Agreement shall be construed to imply
                 that either WA, the Company, or any employee, agent or other
                 authorized representative of any such party, is a partner,
                 joint venturer, agent officer or employee of the other. Neither
                 party hereto shall have any authority to bind the other in any
                 respect vis a vis any third party, it being intended that each
                 shall remain an independent contractor and responsible only for
                 its own actions, The company and WA are independent
                 contractors, each responsible for its own actions, costs and
                 expenses. Neither WA nor the Company shall have any right to,
                 and shall not, commit the other party to any agreement,
                 contract, or undertaking or waive or compromise any of such
                 other party's rights against customers or other parties. All
                 compensation paid to WA shall constitute earnings from
                 self-employment income and the Company shall not withhold any
                 amounts therefrom as federal or state income tax withholding
                 from wages or as employee contributions under the Federal
                 Insurance Contribution Act (Social Security) or any similar
                 federal or state law applicable to employers and employees.

                                   ARTICLE V

                                INDEMNIFICATION

      5.1        Company acknowledges that WA must at all times rely upon the
                 accuracy and completeness of information and documents supplied
                 to WA by the Company's officers, directors, agents and
                 employees. consequently, Company and the entities affiliated
                 with Company agree to indemnify and hold harmless WA, its
                 officers, directors, employees and agents (collectively, the
                 "Indemnitees") against and from any and all losses, claims,
                 damages or liabilities, joint or several, which Indemnities or
                 any of them may become subject, and to reimburse Indemnitees or
                 any of them any legal or other expenses (including the cost of
                 any investigation and preparation) incurred by Indemnitees or
                 any of them, arising out of or in connection with any inquiry
                 litigation or other proceeding, whether or not resulting in any
                 liability, insofar as such losses, claims, damages, liabilities
                 or expenses arise out of, or are based upon (i) any act taken
                 or omitted to be taken by any Indemnity requested or approved
                 by the Company, or (ii) any untrue statement or alleged untrue
                 statement of a material fact contained in any information
                 (written or oral) furnished by you to Indemnities or the
                 omission or alleged omission to state therein a material fact
                 necessary to make the statements therein not misleading.



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                                   ARTICLE VI

                                 CONFIDENTIALITY

      6.1        WA agrees not at any time (during or after the term of this
                 Agreement) to disclose or use, except in pursuit of the
                 business of the Company and Proprietary Information for the
                 Company acquired during the term of this Agreement. For
                 purposes of this Agreement the phrase "Proprietary Information"
                 means all information which is known or intended to be known
                 only to WA or employees of the Company any document, record or
                 other information of the Company or other in a confidential
                 relationship with the Company and relates to specific business
                 matters such as patents, patent applications, trade secrets,
                 secret processes, proprietary know-how, information of the
                 Company's business, and identity of suppliers or customers or
                 accounting procedures of the Company or relates to other
                 business of the Company. WA agrees not to remove from the
                 premises of the Company except in the pursuit of business of
                 the Company any document, record or other information, whether
                 developed by WA or by someone else for the Company are the
                 exclusive property of t he Company, as the case may be.

                                   ARTICLE VII

                                  MISCELLANEOUS

      7.1        Waiver. No waiver of any breach of default of this Agreement by
                 WA shall be considered to be a waiver of any other breach or
                 default of this Agreement.

      7.2        Severability. If any portion of this Agreement is found by a
                 court of competent jurisdiction to be void or unenforceable,
                 that portion hereof shall be deemed to be reformed to the
                 extent necessary to cause such portion to be enforceable and
                 the same shall not affect the remainder of this Agreement,
                 which shall be given full force and effect without regard to
                 the invalid or unenforceable portions.

      7.3        Entire Agreement. This Agreement, which may be signed in
                 duplicate or counterparts, replaces and supersedes all previous
                 Agreements between WA and the Company, contains the entire
                 understanding between the parties, and may not be changed,
                 altered, amended, or modified, except in writing, duly executed
                 by each of the parties.

      7.4        Assignment. This Agreement may not be assigned or transferred
                 by either party hereto without the prior written consent of the
                 other.

      7.5        Governing Law. This Agreement shall be governed by the laws of
                 the State of California without regard to any choice of law
                 provisions thereof.

      7.6        Attorneys' Fees. Should any action be commenced between the
                 parties to this Agreement concerning the matters set forth in
                 this Agreement concerning the matters set forth in this
                 Agreement or the right and duties of either in relation
                 thereto, the prevailing party in such action shall be entitled,
                 in addition to such other relief as may be granted, to a
                 reasonable sum as and for its attorneys' fees and costs.

      7.7        Arbitration and Venue. Any controversy arising out of or
                 relating to this Agreement or any modification or extension
                 thereof, including any claim for damages and/or recision, shall
                 be settled by arbitration in Orange, county, California in
                 accordance with the commercial Arbitration Rules of the
                 American Arbitration Association before one arbitrator. The
                 arbitrator sitting in any such controversy shall have no power
                 to alter or modify any express provisions of this Agreement or
                 to render any award which by its terms effects any such
                 alteration, or modification. The parties consent to the
                 jurisdiction of the Superior Court of California, and of the
                 United States District Court for the Central District of
                 California for all purposes in connection with such arbitration
                 including the entry of judgment on any award. The parties
                 consent that any process or notice of motion or other
                 application to either of said courts, and any paper in
                 connection with arbitration , may be served by certified mail
                 or the equivalent , return receipt requested, or by personal
                 service or in such manner as may be permissible under the rules
                 of the applicable court of arbitration tribunal, provided



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                 a reasonable time for appearance is allowed. The parties
                 further agree that arbitration proceedings must be instituted
                 within one year after the claimed breach occurred, and that
                 such failure to institute arbitration proceedings within such
                 period shall constitute an absolute bar or the institution of
                 any proceedings and a waiver of all claims. This section shall
                 survive the termination of this Agreement.

      7.8        Facsimile Signature. Any signature on a facsimile copy of this
                 Agreement shall be binding and valid as if made on the original
                 copy of this Agreement.

      IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be 
duly executed and delivered as of the date first written above.

                                         WOODBRIDGE & ASSOCIATES, INC.

                                         By:  /s/ BRUCE BERMAN
                                              ---------------------------
                                                  Bruce Berman

                                         "COMPANY" CRUSH

                                         By:  /s/ RICHARD PERKINS
                                              ---------------------------
                                                  Richard Perkins
                                         Its:     President/CEO

                                         By:  /s/ ED HANSON
                                              ---------------------------
                                                  Ed Hanson
                                         Its:     CFO



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